Unassociated Document


     

    Exhibit
      4.1

    


     

    THE
      COMPANIES LAW (2004 REVISION)

     

    OF
      THE
      CAYMAN ISLANDS

     

    COMPANY
      LIMITED BY SHARES

     

    AMENDED
      AND RESTATED MEMORANDUM OF ASSOCIATION

     

    OF

     

    ACTIONS
      SEMICONDUCTOR CO., LTD

     

    炬力集成電路有限公司

     

    (Adopted
      by Special Resolution passed on 27 September 2005)

    


     

     

    
      	1	
              The
                name of the Company is Actions
                Semiconductor Co. Ltd, the Chinese translation of which is
                炬力集成電路有限公司.

            


    

     

    
      	2	
              The
                registered office of the Company shall be at the offices of M&C
                Corporate Services Limited, PO Box 309GT, Ugland House, South Church
                Street, George Town, Grand Cayman, Cayman Islands, or at such other
                place
                as the Directors may from time to time
                decide.

            


    

     

    
      	3	
              The
                objects for which the Company is established are unrestricted and
                the
                Company shall have full power and authority to carry out any object
                not
                prohibited by the Companies Law (2004 Revision) or as the same may
                be
                revised from time to time, or any other law of the Cayman
                Islands.

            


    

     

    
      	4	
              The
                liability of each Member is limited to the amount from time to time
                unpaid
                on such Member's shares.

            


    

     

    
      	5	
              The
                authorised share capital of the Company is US$2,000 divided into
                2,000,000,000 ordinary shares of a nominal or par value of US$0.000001
                each. The Company insofar as permitted by law has the power to redeem
                or
                purchase any of its shares and to increase or reduce the said capital
                subject to the provisions of the Companies Law (2004 Revision) and
                the
                Articles of Association and to issue any part of its capital, whether
                original, redeemed or increased with or without any preference, priority
                or special privilege or subject to any postponement of rights or
                to any
                conditions or restrictions and so that unless the conditions of issue
                shall otherwise expressly declare every issue of shares whether declared
                to be preference or otherwise shall be subject to the powers hereinbefore
                contained. 

            


    

     

    
      
        
        

      

      
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      	6	
              The
                Company has the power to register by way of continuation as a body
                corporate limited by shares under the laws of any jurisdiction outside
                the
                Cayman Islands and to be deregistered in the Cayman
                Islands.

            


    

     

    
      	7	
              Capitalised
                terms that are not defined in this Memorandum of Association bear
                the same
                meaning as those given in the Articles of Association of the
                Company.

            


    

     

    
      
        
        

      

      
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